Atari 2010 Annual Report Download - page 172

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
172
REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS ON THE PREPARATION
AND ORGANIZATION OF THE BOARD’S ACTIVITIES AND ON INTERNAL CONTROL
PROCEDURES, PRESENTED IN ACCORDANCE WITH ARTICLE L. 225-37 OF THE
FRENCH COMMERCIAL CODE
This report has been prepared pursuant to the provisions of Article L. 225-37 of the French Commercial Code (Code de
commerce). Its purpose is to report on the preparation and organization of the Board of Directors' activities, the principles
and rules governing the compensation and benefits of any nature provided to corporate officers, the restrictions on the
authority of the Chief Executive Officer and the internal control and risk management procedures implemented by the
Company.
This report is part of a procedure to describe the activities carried out, begun or planned by the Company. It is not
intended to demonstrate that the Company manages all the risks to which it is exposed.
The Company has based this report on the corporate governance code for listed companies published by the AFEP-
MEDEF in December 2008, which results from the consolidation of the report by the AFEP and the MEDEF of October
2003 and the AFEP-MEDEF recommendations of January 2007 and October 2008 on the compensation of executive
corporate officers of listed companies (the “AFEP-MEDEF code”). This AFEP-MEDEF code is available through the
MEDEF website (www.medef.fr).
This report refers to the Board of Directors’ Management Report included in the Company's Registration Document for
the year ended March 31, 2010 with regard to the publication of the information mentioned in Article L. 225-100-3 of the
French Commercial Code concerning the Company’s share capital and the items likely to have an impact in the event of
a tender offer.
Pursuant to Article L. 225-37, paragraph 10, this report was approved by the Board of directors at its July 22, 2010
meeting.
This report contains information on the following matters:
• Composition of the Board of Directors and conditions under which its activities are prepared and organized;
• Restrictions on the Chief Executive Officer’s authority;
• Internal control;
• Principles and rules governing the compensation and benefits provided to corporate officers;
• Disclosure of information required by Article L. 225-100-3 of the French Commercial Code;
• Special conditions applicable to shareholders’ participation in Shareholders’ Meetings.
1. COMPOSITION OF THE BOARD OF DIRECTORS AND CONDITIONS UNDER WHICH ITS ACTIVITIES
ARE PREPARED AND ORGANIZED
1.1 MANAGEMENT
The Company is a French société anonyme (joint stock company) with a Board of Directors. At its meeting of
January 30, 2008, the Board of Directors decided to separate the positions of Chairman of the Board of Directors and
Chief Executive Officer.
1.2 INTERNAL RULES
At its meeting on April 16, 2010, the Board of Directors of Atari SA unanimously adopted new Internal Rules, which reflect
the corporate governance principles contained in applicable recommendations, including the corporate governance
principles recommended by the AFEP MEDEF Corporate Governance Code for Listed Corporations (Code de
Gouvernement d’Entreprise des Sociétés Côtées AFEP MEDEF) of December 2008.
The Internal Rules are an internal document adopted pursuant to the Company’s articles of incorporation and bylaws
(statuts), which it supplements. Their purpose is to set forth in detail the composition, organization, duties and powers
and operation of the Board of Directors and its Committees.
1.3 COMPOSITION OF THE BOARD OF DIRECTORS
The composition of the Company’s Board of directors is set forth in the section of this document dealing with corporate
governance (see “Management, Supervisory and Oversight Bodies”).
The Board of directors does not include members elected by the employees.